The Thing With Dreams
by shadowglove
Summary: Spike can't sleep, so Willow casts a spell to help him. It doesn't go as planned and she's sucked into a dreamed up Sunnydale version of Little Red Riding Hood...where Spike is the big bad wolf, and Angel the woodsman...both who want a piece of Little Red


** Disclaimer: I don't own anything.**

_ A/N: Willow isn't with Tara in this reality, and is quite oblivious to the fact that the blonde Wicca likes her._

This is a Spike/Willow/Angel thingy, meant to be entertaining yet not taken really serious. Please enjoy it and give me feedback. This idea came to me in a dream after having written another chapter for my Angel/Willow/Spike story _**Her New Family**_.

**WARNING: m/f/m 3SOME ahead...don't like? Don't read! Like? Read and Review!**

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"You've _got_ to be kidding me." Willow murmured to herself as she looked up at the drunk vampire lying sprawled on her bed as if he owned the joint. It would seem that Spike was getting drunk every night and appearing in her bed.

What had him in such a state anyhow?

Sure, Dru was dead at his hand as a 'present' for Buffy…

Sure, Buffy didn't give a shit about him even after said 'present'…

Sure, he was chipped and unable to do what any proper vampire should…

…Okay.

So maybe she had an idea of _what_ might have him getting drunk every night. But why crash in _her_ room of all places? Had she ever given him the idea that she was his personal grief counselor or something? Why was it that every time he was drunk or whatever he looked for _her_?

The Bottle-In-Face incident had just been the first of oh-so-many.

"_Red_…" Spike groaned from her bed, clutching the bottle to his heart as if it were his sole reason for living. "Izzat uuu?"

"You're lying on my bed and in my room. Of _course_ it's me." She retorted, although it came out as a sigh and not half as harsh as she would have liked it. Truthfully, she was a big softy, and it kinda bothered her to see the 'Big Bad' like this…Even if he _was_ invading her privacy night after night.

"I can't sleep Red…" He whined, and with a swift movement grabbed hold of her arm and jerked her down towards him.

She fell with a cry of surprise and outrage, making a face when he pulled her close, hugging her against him like a teddy bear. "Sp—Spike!" Trying to wiggle out of his death hold, the redhead groaned and gave up. A drunk, chipped vampire was stronger than her…

The almighty Wicca…

…_Pathetic_.

Sighing and resigning herself to her fate of cuddle-muffin, Willow blushed scarlet when Spike began to nuzzle her neck. "Hey-hey—_Spike_!"

"Shhh. Luv. Need. Sleep." He murmured against her skin.

Suddenly an idea struck. "Spike. If I could do a spell to help you to have a good day's rest, will you leave?"

"Can you really do that luv?" His voice was slurred and muffled against her hair.

"Yeah. Let go of me and I'll do it."

In twenty minutes they were sitting in a circle in the middle of her bedroom. Candles and holy relics covered the ground.

_ "Oh Goddess, I beseech thee_

_ Grant the troubled one a sleep of peace_

_ Bring to him rest happy and deep_

_ Deepest desires to realize and see_

_ Harm to none_

_ This spell is done."_

They sat like that for what seemed like forever, before Spike opened an eye. "Did it work?"

"Only one way to find out—right?" She asked, hinting towards the door.

"Right you are luv." Getting to his feet, Spike stumbled back towards her bed and collapsed on it, seeming to instantly fall asleep.

"William the Bloody, we had a deal!" Willow screamed at him as she stood and went to shake him violently, but the vampire snorted in his dream, mumbled something that sounded suspiciously like 'shutup' and reached for her, once more pulling her down on the bed and cuddling against her as if she were his teddy bear.

_ "Spike_…" Willow growled, then stiffened when she heard him snore against her ear. "Spike?" Nothing. "_Spike_!" But he was dead to the world…well…_deader_ to the world.

Realizing that she wasn't getting out of this, Willow forced herself to relax and sighed. The sooner she fell asleep the sooner they awake and Spike would relinquish his death-hold on her.

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"Red! Red get _up_!"

"I'm up! I'm up!" Shooting up in her bed, Willow jumped to her feet, never wondering why Buffy was using Spike's name for her. She hurried downstairs, never realizing that this wasn't her room.

Hurrying down the stairs, she ran into the kitchen and froze. There, pulling freshly baked muffins and cookies from the oven, was a sundress and apron-wearing Buffy Summers. The picture screamed "_possession!"_ to Willow, so she took a couple of cautious steps back.

"Buffy?"

The blonde looked up at her in reproach. "Red! Don't be disrespectful to your mother!"

Willow blinked. "_M-mother_?"

"Much better darling." Giving Willow a sunny smile, Buffy took a red riding cloak from the mantel and brought it to Willow, placing it around her shoulders and tying it in front, pulling the hood over her head. "Now, I'm finished getting the goodies for granny. Why she and your grandfather live up in that mountain all alone I'll never know."

"Talking about your parents again?" Xander asked jovially as he entered the room, giving Buffy a kiss before flashing a wink in Willow's direction. "How's daddy's girl doing? Ready to go take the things to your grandparents?"

"Ummm…_dad_?" Sinking into a chair in utter confusion, Willow looked at Buffy and Xander with slight fear. How could they believe they were her parents if they were her same age?

"Now, be careful. Remember that part of the forest is being cut down to make way for a better trail—and that there are dangerous animals there. So don't dilly dally," Hearing Buffy use a word like 'dilly-dally' was surreal. "and _don't talk to strangers_."

"Yes B—mom." Holding the basket Buffy thrust into her hands, Willow stood. "I—I'll be going now…through the forest…to my grandparent's house…with this basket of 'goodies'." It finally clicked. She was in Little Red Riding Hood!

Heading out the door, Willow walked towards the mouth of the forest, holding the basket of goodies tightly. Somehow she was in an altered version of Little Red Riding Hood, and was supposed to make it through the forest to her grandparents house in the mountains.

_ That spell must have backfired and sent ME to sleep instead of Spike_. She rationalized. _He'll sure be pissed when he realizes that I'M the one getting the restful sleep while he's not._

Entering the forest, she paused and shivered when she felt as if eyes were on her. _Right. The wolf._ If she remembered the fairy tale right, the big bad wolf appeared now and chatted up Little Red Riding Hood. _Not getting any information out of ME you wolf._

She paused, wondering _who_ would be the big bad wolf. Buffy and Xander were her parents, so she only rationalized that her antagonist would be someone she knew from Sunnydale as well.

_ It's probably Oz…him being a werewolf and all it'd only make sense._

"What's a pretty little girl like you doing in a dangerous forest like this?"

Her eyes widened as she recognized that voice and turned. "_Angel_?" She asked as her eyes fell upon the vampire. He was in work clothes, in the broad daylight, with an ax swung around his shoulders. Quite alive. _Okay, not the Big Bad, but the Woodsman that saves Little Red Riding Hood in the end_.

"I'm at a disadvantage here." Angel smirked at her, obviously pleased that she knew his name, eyes trailing up and down her body slowly. "You know who I am but I don't know who _you_ are."

"I'm Wi—Red." She quickly amended, stretching out her hand and shaking his rapidly. This wasn't how the original version went, but it was to her advantage. This was she'd let her savior know _where_ she'd be so he'd be sure to be there when she needed help with the Big Bad Wolf.

Where _was_ the wolf, by the way?

"Red. It fits." He chuckled, looking at her hair and her cape. "So, _Red_, where are you going? These woods are dangerous, you never know what could happen to a delicious thing like you out here all alone."

"My grandparents live in the mountains and I'm heading there to give them these things Bu—my _mother_—made for them." Pointing to the mountain ahead and the basket in her hands, Willow was oblivious to his gaze traveling from her lips to her chest and then back up again.

"We're chopping trees in the mountains." Angel announced as they began to talk together up the trail through the forest. "I have seen some cabins up there, few, but I know them. Hmmm…so you're the granddaughter of one of the few crazies who live up there."

"Hey!" She exclaimed. She didn't know _who_ her grandparents were, but she felt insulted all the same.

He sent her an apologetic smile before raising an eyebrow in a sudden epiphany. "You wouldn't be Riley and Cordelia Finn's granddaughter, would you?"

Riley and _Cordelia_? THEY were her grandparents? _This keeps getting better and better_, she thought sarcastically. "Yeah."

"I know where there cabin is…it's actually right next to where I'm stationed." He answered slowly, a smile forming on his face. "I guess I'll see you before you return then."

_ And you'll use that axe of yours too_. But she only gave him a dazzling smile. "I'm sure you will."

"Well, I have some things to do before I go up…"

" Yeah, and I need to be going. Bye Angel." Waving, she hurried up the trail, hoping that she could get through it and not meet up with the Big Bad Wolf. Already she'd met her savior—so the dream was looking promising…

…if only she knew.

She'd made it halfway through the forest without any encounter of the wolfy kind. Willow enjoyed the walk, it was refreshing and the wildlife were friendly and made out of bunnies and squirrels, with the odd song bird here and there. Living all her life on the Hellmouth had left her completely deprived of the beauty of nature.

"Well, well, what do we have here?" A voice asked from the shadows.

Stopping in her tracks, Willow winced, recognizing that voice and wondering why she hadn't thought of this possibility before. "Spike."

Emerging from the shadows and bushes, Spike appeared in all his dark leather glory, smoking a joint and smirking toothily at her. "Little Red, we meet at last. I'm surprised though, that you know the name of the Big Bad."

"You are?" That meant that this was definitely a dream Spike and not _Spike dreaming_. "I mean—uh—how do you know how I am?"

"I've watched you before." He announced smoothly moving with grace as he circled her predatorily. "What's in the basket? It smells delicious."

"Treats…for my grandparents." She quickly announced, pushing the basket forwards, making sure it was between them. "Would you like one?" _So it'll make you full and not want to eat me._

"Oh, I'm hungry Little Red, but for something your little basket could never offer me." Those words were ominous.

"Oh. Sorry about that then." Feigning childlike ignorance, Willow smiled up brightly to him, all the while inching around him and back on the trail. "Well, I have people waiting on me and---."

"Hey—hey—no hurry luv." Throwing an arm around her shoulder, Spike smirked at her, as if able to smell her fear and annoyance. "I've finally gotten the courage to speak to you, would you really like to hurt my feelings like this and make me feel like a total reject?"

_ Ooh, emotional blackmail. Good one_. "Of course not." Trying to play her role well—because the naïve and innocent Little Red Riding Hood isn't attacked at _this_ stage of the story, she kept her smile in place, despite the fact that it hurt her facial muscles to do so. "I just don't want to worry my grandparents, they're waiting for me." _Dammit! I wasn't supposed to give information!_

"Grandparents live up in the mountain do they?" Spike asked conversationally, walking down the trail towards said mountain, acting quite brotherly.

" Yeah." Deciding that truthful but vague answers were the way to go, the redhead nodded. "And they're waiting on me."

"You said that already Red." He smirked darker, his hand falling from around her shoulders slowly towards the small of her back.

Willow closed her eyes and shivered at the tingling sensations running down her spine at his touch. "Did I?" She whispered.

"_Yes_." He whispered in her ear, tickling the flesh of her lobe with his breath.

"Oh…" She quivered as his hand went from the small of her back and she squealed in surprise when it ventured to her ass and he squeezed, tightly. "_Spike_!"

He chuckled huskily before giving her ass another squeeze and giving it a little pat to send her on her way. "Run along now Little Red. We'll see each other sooner than you think."

_ Oh, I KNOW_. "O-okay then. Bye!" Waving frantically, glad to have gotten away without any bruises—other than the one she was sure to have on her ass—Willow hurried away, cursing the basket for being full of food and so heavy—slowing her down drastically.

The climbing of the mountain proved easier than she would have believed—despite her heavy basket, and finally Willow made her way to the cabin. She didn't know _how_ she knew that it was her grandparent's house, but she just _knew_, and she cleared her throat nervously, knowing that once she entered she would start the crucial part of the story.

_ The only plus to this is that I'm going to see Spike in drag._

Squaring her shoulders, Willow grabbed the door handle and turned it, opening the door and entering. "Granny? Grampa?" She called, knowing that she wouldn't find them there.

"Red?" The bedroom door opened and a large-built man who _couldn't_ be Spike appeared. But Willow couldn't tell _who_ it was, because he was covered in a dark cloak, and a scarf covered the bottom half of his face. "Child. Come, you're grandmother is ill."

Had she actually made it before her grandparents were eaten by Spike?

Curious, she placed the basket on the ground and followed the man (was it really Riley?) towards the bedroom. She didn't notice the man behind her smirking evilly or locking the bedroom door behind them once they entered.

"Granny?" She asked, going to sit hesitantly on the edge of the bed. Her '_grandmother'_ was covered from head to toe. The large blanket was pulled up to her chin, a big wool cap covered her head, and like her grandfather, a scarf covered the bottom of her face, the only thing she could see were her eyes. Her _blue_ eyes. Cordelia didn't _have_ blue eyes.

"What big _eyes_ you have." Willow whispered, realizing all too late that this was an altered version of the fairy tale—who was to say that in this version Spike didn't have a minion helping him?

Gulping, she stood slowly from bed, keeping a discreet eye on her 'grandfather', who leaned against the door, her only exit, watching her. She could only pray that Angel would appear any moment now and save her.

"The better to see you with my dear." Spike said from the bed, not even trying to change his voice to make it sound feminine.

"What big _hands_ you have." She whimpered when he pushed down the sheets from around him.

"The better to touch you with my dear." Spike's voice dropped seductively as he stood from the bed, pulling off the scarf and the wool cap, no longer hiding whom he was.

_ He's not in drag._ Was all her disappointed mind could come up with.

Willow hadn't noticed she was backing away until she backed into a steel body and gulped. "What—what--." She didn't want to say it, but when Spike morphed out right before her eyes the fated words spilled from her trembling lips. "What big _teeth_ you have." _Angel, where are you?_

Strong arms engulfed her from behind, pulling her fully against the steel body, a throbbing erection nestled between her ass cheeks. "The better to claim you with, my dear." The voice whispered huskily in her ear.

Her heart stopped and dropped to the pit of her stomach. "_Angel_?"

The fangs of the one she'd been sure would be her savior buried themselves in her neck, and her scream of pain was smothered by Spike's lips meeting hers in a passionate kiss. She struggled, trying to get free while all the while knowing that it was useless.

Angel's fangs retracted from her neck and he began lapping at the blood flowing to the surface almost reassuringly, tenderly, as if trying to make up for the pain he'd caused.

Pain and confusion caused her world to spin, and she stopped fighting. It would be better to just let them kill her quickly. Struggling would only amuse them, and she'd be damned if she proved to be both food _and_ entertainment for her captors.

"Shhh." Spike whispered against her lips. "It'll only hurt a little at first." And with that he buried _his_ fangs in the other side of her neck. This time there was no mouth to silence her screams as his fangs broke through her skin and he tasted her blood.

All the while Angel kept a hold of her with one hand around her waist, and with the other he caressed her over her clothes, cupping her breast and giving it a squeeze. "Oh Red…you fit perfectly in my hand."

Like Angel, Spike had only taken a mouthful of Willow's blood before retracting his fangs and lapping at her puncture marks until the blood clouted. With now blunt teeth, he nibbled down her neck to her shoulder blades, lavishing her skin with his tongue.

"_What_…?" Willow moaned, body trembling, eyes rolling back in her head from the unexpected pleasure. What were they doing? Why weren't they tearing her throat out?

She tried remembering what she'd read about them from the Watcher's Journals…but couldn't remember anything like _this_. It'd either been rape and drain, or just drain. There'd never been any mentions of them _seducing_ their victims…and as a whimper of pleasure escaped her lips as Spike trailed down her body and his hands disappeared under her long black skirt, Willow knew that this was _far_ from rape.

This was unadulterated seduction.

And she was succumbing embarrassingly easily.

Crying out in surprise when Spike bunched up her skirt in one hand and tore away her underwear, Willow tried to struggle when he forced her legs further apart and knelt between them. But with the first contact of his mouth to her nether lips all struggle died.

"I think you've found our Red's weakness William." Angel chuckled huskily as he continued his attention to her neck and breasts. The hand he'd used to hold her now went to her other breast, and he kneaded them softly, rubbing his thumbs against her aching nipples.

Spike murmured his reply against her sex, the vibrations of his voice echoing within her, causing her to buck in surprised pleasure, heat quickly accumulating in the apex of her thighs. His warm tongue ran along her rapidly moistening slit, slipping in slightly now and again, taunting her with its presence and what it would do to her.

Willow leaned her head back against Angel's chest, eyes closed tightly as he began to untie her cape, tearing it away from her, before unbuttoning the top of her dress with surprising ease.

Crying out their names when Angel squeezed her nipples painfully strong the same time Spike plunged his cold tongue fully within her without warning, one of Willow's hands rose to tangle itself in Angel's long, un-gelled locks, and the other lowered to do the same with Spike's, her whimpers were guttural with encouragement, pleading for them to continue.

Suddenly Little Red Riding Hood wasn't hoping for deliverance anymore.

Whimpering in protest when Spike removed his mouth from her aching core, Willow gasped as Spike trapped her between their bodies, pressing in to her, hands keeping the skirt of her dress bunched up around her waist.

"Ready her for me William." Angel ordered against her skin as he nibbled at the shell of her ear.

"With pleasure, Angelus." Spike chuckled as he rubbed his dick against her moist entrance.

Willow's eyes flew open in surprise. When had he taken off his pants?!?!?

The head of his penis entered her and all thoughts of struggling died in her throat.

Spike pulled out and then entered only his head once again, before sliding it down her slit towards her anus. He rubbed against the entrance teasingly, saturating it with her own moisture. Returning to her moist core, Spike once again only entered his head, covering it in her wetness before traveling to her ass and pushing in slightly, lubricating her for Angel.

"That's enough." Angel bit out, voice choked with unspent passion. Positioning himself at her back entrance, he began to push in.

Pain flared as his huge member tried invading her tight and virgin channel, and Willow cried out, renewing her struggles to escape. Angel and Spike kept her trapped between them as the dark vampire slowly continued to tear her, making room for his massive member.

She nearly passed out from the pain, until finally he was buried inside her to the hilt, his balls pressed against her ass cheeks.

"I'm sorry Red." Angel whispered comfortingly in her ear. "It'll soon feel good…I swear."

Silent tears fell down her cheeks as she closed her eyes tightly.

Her breath caught as Spike bent on his knees slowly and his dick brushed against her front entrance before entering, his invasion made easy by how wet she proved to be. He was soon completely without her to the hilt, groaning at how tight a fit she was.

Willow whimpered. She'd never felt so _full_ before, with Angel's cock in her ass and Spike's in her cunt. She closed her eyes even _tighter_ when both began to move within her experimentally, slowly building a rhythm between them.

It pained and her ass burnt with every move, but Willow began to grow distracted as Spike and Angel lavished her body with kisses, blunt nibbles, and caresses from their fingertips. They whispered words muffled by her skin, but they sounded endearing, and not the harsh vulgar words she'd have expected in a situation like this.

She didn't know when exactly the pain numbed and pleasure began to register, but a moan escaped her parted lips when Angel hit a certain part in her he hadn't before, and her body trembled slightly in reaction.

She could _feel_ the dark vampire's smug smirk against her skin as he repeated the motion, earning a surprised cry of pleasure from her.

And Spike was head to head with him in the pleasure-invoking department. His long cock filled her more than Oz's ever could have dreamt, and it was curled slightly, rubbing against just the right spot, causing her body to jerk with electric response.

Grunts, moans, groans and whimpers escaped their lips as they established a rhythm between the three, the pleasure rendering Willow a helpless yet willing participant.

Soon the coil of desire that'd tightened in the pit of her stomach burnt with urgent need, and her body quaked with its desperation to explode.

"Come for us, Red." Spike pleaded, fingers digging into the skin of her hips, whimper of agonized pleasure vibrating through his body as his dick rubbed against Angel's inside of her, just separated by a thing wall.

Angel bit down on her shoulder with blunt teeth, seconding the plea.

With a scream she came harder than she ever had. Normally she would try and cum silently, embarrassed at the thought of someone hearing her, but now her lungs hurt from the power of her cry.

Angel whimpered behind her as his grip tightened and his thrusts grew stronger, quicker, as were Spike's.

Ramming their large dicks inside of her so roughly and deliciously fast that it took her breath away from the sensations of indescribable pleasure as she continued to ride her own orgasm, Spike and Angel exploded inside of her, gameface returning in full force as they once more bit into their marks on each side of her throat.

This time, the feeling of their fangs sliding into her skin was pleasurable, triggering another orgasm as they spent themselves inside of her, filling her with their warm semen.

Willow, dizzy from so much pleasure, couldn't help but wonder how this would feel in reality, being trapped between their _cold_ bodies, being filled by their _cold_ semen…

She bit her bottom lip in ecstasy at the thought.

"Oh Red…" Spike moaned, capturing her lips with his once more in a heated kiss as both his and Angel's thrusts began to slow.

"You're ours now." Angel whispered against her neck.

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Jolting awake, sweat covering her body, body sore and aching, Willow gasped for breath. Eyes getting used to the darkness of her room, she looked around and found out that Spike had left her, probably just as soon as the sun had set. Poor vamp had probably gotten bored of lying there while she dreamt…

Body flushing from desire as she remembered the dream, Willow gulped nervously. It was a good thing Spike had left, because she was known to talk in her sleep during intense dreams…and that dream was the _king_ of intense.

Blushing at the thought of Spike hearing her call out his name while in the throes of passion…

_ How embarrassing_!

When her cellular rang, Willow reached for it and placed it to her ear. "Yeah?"

"Hey Will, it's Buffy. Are you okay?" Her best friend asked concerned. "You sound out of breath."

"Just had a nightmare." _Yeah right._

"You were sleeping during the day?" Buffy laughed. "Well, it makes sense. It's not like we sleep much during the night. Right, that's why I called. Want to go patrolling with me?"

"Sure, I'll be by your house soon." Willow promised, ending the phone call and collapsing back in bed, looking up at the ceiling, images from her dream playing through her head, arousing her once more.

She wondered if it'd be so incredible to be sandwiched between them in real life.

"No. Bad Willow." She sharply scolded herself, rising from the bed to get ready to go to Buffy's to start patrolling. "Spike is Buffy's—whether she wants him to be or not. And Angel is _definitely_ Buffy's. Bad _BAD_ Willow!"

With that she headed to the bathroom, scolding herself all the way.

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In his room, in L.A., Angel shot up, sweat covering his body. He'd just had the oddest yet most erotic dream he'd ever experienced in his whole life and unlife.

He wondered if some demon had placed a spell on him—because he'd never dreamt of Willow in that way—and it'd been _centuries_ that he'd had an erotic dream with Spike in attendance.

But now Angel couldn't get the dream out of his mind. Now that he thought it over—he's always admired Willow—always found her beautiful and attractive—even _Angelus_ had. What had _his_ words been again…something along the way of 'cute and a turn on'?

Had his ill-fated obsession with Buffy kept him from seeing the beautiful and quite attainable Willow?

Getting up from bed, Angel went to the bathroom to throw water on his face.

Maybe it was time he went back to Sunnydale for a visit.

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In his crypt, Spike paced.

He'd awoken before Willow and realizing that if he didn't get out of there pronto he'd pick up from where the dream had stopped. He'd disappeared from her house as soon as he could—but not before 'borrowing' the book of spells she'd used.

Looking at said book, Spike made a face. Buffy would never be his…he quite accepted that. If she hadn't after he'd killed _Dru_ for her like Angel had done Darla, then she never would. He could accept that easily—especially after this dream.

He smirked.

He'd always liked Red…had planned on siring her that night he'd kidnapped her and the moron—and also that night he'd entered her dorm room and discovered that he'd lost his bite. But the Slayer had distracted him.

Well, she was a distraction no more. The Poof and Commando Boy could continue fighting over her like morons—Spike wasn't interested anymore in joining their little battle.

Willow was Spike's—whether she wanted to be or not. And with a little help from this book of hers, she'd have to put up with him both in her real life and in her dreams.

She'd end up succumbing to his charms.

It was just a matter of how soon.

Smiling evilly, Spike did something he wasn't known to do and dreading doing.

He planned.

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** Good. Got that out of my system—couldn't sleep after waking up from that dream! Hopefully I can sleep tonight!**

** Review? Please?**


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